EX-10.48





Exhibit
10.48


RMB
Loan Contract (Medium/Long Term)

Renminbi Loan Contract (Medium/Long Term)




Contract Number: FJ00162200913




Borrower: Sanming Zhongyin Banzhu Hydroelectric Co., Ltd.




Business License Number: 350400400000289




Legal Representative/Responsible Person: John D. Kuhns




Registered Address: Building 160, Qianlong New Village, Xinshi North Road, Sanming City




Post Code: 365000




Financial Institution and Account Number: Bank of China Limited, Fujian Province Branch,




800102128378093001




Telephone Number: 0598-8202088, Facsimile Number: 0598-8202133




Lender: Bank of China Limited, Fujian Province Branch




Legal Representative/ Responsible Person: Chen Shi




Registered Address: Zhongyin Plaza, No. 136, Wusi Road, Fuzhou City




Post Code: 350003




Telephone Number: 0591-87090999 Facsimile Number: 0591-87848584



After equal consultation, the Borrower and the Lender have reached a consensus on the issuance of
medium/ long term loan in RMB by the Lender to the Borrower, and concluded this Contract.




Article 1 Loan Amount



The loan amount shall be: RMB 294,850,000.00




Article 2 Loan Term




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Loan Contract (Medium/Long Term)



The loan term shall be: two hundred and sixteen (216) months, commencing from the actual
withdrawing date; in case of withdrawal by installments, commencing from the first actual
withdrawing date.



The Borrower shall withdraw the loan in strict accordance with the agreed withdrawing date. In the
event that the actual withdrawing date is later than the agreed withdrawing date, the Borrower
shall continue to repay the loan according to the repayment date agreed hereunder.




Article 3 The Loan Purpose



The purpose of the loan shall be: replacing the existing loans from other banks, replacing
loans from affiliated enterprises, and making the payment for other payables.



Without being approved by the Lender in written form, the Borrower shall not change the purpose of
the loan, including, without limitation, the Borrower shall not use the loan for the investment of
stocks and other securities, shall not use the loan for projects which are forbidden from
investment by any laws, regulations, regulatory provisions and State policies, or which have not
been approved according to law, and for other projects or purposes which are forbidden from being
invested by bank loans.




Article 4 Interest Rate and Calculation of Interest




1. Interest Rate



The interest rate shall be as the following item (2):





	(1)	 	Fixed Interest Rate: The annual interest rate shall be / %, which shall remain the
same within the valid term of this Contract.
	 
	(2)	 	Floating Interest Rate: The floating period shall be twelve (12) months.
	 
	 	 	The interest rate shall be re-priced in every twelve (12) months commencing from the
actual withdrawing date (in case of withdrawal by installments, shall be the first actual
withdrawing date). The re-pricing date shall be the corresponding date of the actual




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Loan Contract (Medium/Long Term)


	 	 	withdrawing date in the re-pricing month, in case there is no corresponding date in the
re-pricing month, the last date in the re-pricing month shall be the re-pricing date of interest
rate.






	 	A.	 	The initial interest rate for the withdrawal of each installment shall be ten
percent (10%) below the benchmark interest rate for the loans with term of five
years or more issued and implemented by the People’s Bank of China on the same day of
actual withdrawing date.
	 
	 	B.	 	After the expiry of each floating period, the applicable interest rate for the next
floating period shall be re-priced at ten percent (10%) below the benchmark
interest rate for the loans on the same level issued and implemented by the People’s Bank
of China on the same day of re-pricing date.





2. Calculation of Interest



The interest shall be calculated commencing from the actual withdrawing date and calculated by the
actual withdrawal amount and actual days of using the loan.



The formula for calculating the interest shall be: the interest=the
principal X actual days X daily
interest rate.



The calculation base for daily interest rate shall be one year with three hundred and sixty (360)
days, and the conversion formula shall be: daily interest rate=annual interest rate/360.




3. Settlement of Interest



The Borrower shall settle the interest according to the following item (1):





	(1)	 	Quarterly Payment: the twentieth day in the last month of each quarter shall be the interest
settlement day, and the twenty-first day shall be the interest payment day.
	 
	(2)	 	Monthly Payment: the twentieth day of each month shall be the interest settlement day, and
the twenty-first day shall be the interest payment day.





4. Default Interest





	(1)	 	In case of failure to repay the loan within agreed time limit, the Borrower shall, commencing
from the overdue date, pay default interest for overdue payment according




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Loan Contract (Medium/Long Term)


	 	 	to the default interest rate for overdue loans, until all principals and interests have been fully
paid off.
	 
	 	 	The default interest rate for overdue loans shall be thirty percent (30%) over the
interest rate as agreed in the first clause of this Article.
	 
	(2)	 	In case the Borrower fails to use the loan for the agreed purpose, as for the diverted part,
the Borrower shall pay default interest commencing from the diverting date at the default
interest rate for diverting loans, until all principals and interests have been fully paid
off.
	 
	 	 	The default interest rate for diverting loans shall be fifty percent (50%) over the
interest rate as agreed in the first clause of this Article.
	 
	(3)	 	As for the overdue and diverted loan, the Borrower shall pay the default interest at the
default interest rate for diverting loans.
	 
	(4)	 	As for the interest which the Borrower fails to pay on schedule, the Borrower shall,
according to the interest calculation methods provided in the third clause of this Article,
pay compound interest at the interest rate agreed in the first clause of this Article within
the loan term. After the expiry of the loan term, the Borrower shall pay the compound interest
at the default interest rate as agreed in this clause.
	 
	(5)	 	In case of adjustment of the interest rate agreed hereunder, the default interest and
compound interest shall be calculated separately from the adjustment date.





Article 5 Conditions for Withdrawal



The Borrower’s withdrawal shall be subject to the satisfaction of the following conditions:





	1.	 	This Contract and its appendices have come into effect;
	 
	2.	 	The Borrower has provided security as required by the Lender, the contract for security has
come into effect, and the statutory approval, registration or filing procedures have been
completed;
	 
	3.	 	The Borrower has delivered to the Lender its documents, bills and certificates, seals, name
register of personnel, specimen signature which are related to the establishment and
implementation of this Contract, and has duly filled in relevant vouchers;
	 
	4.	 	The Borrower has opened a bank account which is necessary for implementing this




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Loan Contract (Medium/Long Term)


	 	 	Contract as required by the Lender;
	 
	5.	 	Before one (1) bank working day prior to the withdrawal, the Borrower has submitted
to the Lender the written withdrawal application and relevant supporting documents for loan
usage, and has completed relevant withdrawal procedures;
	 
	6.	 	The Borrower has delivered to the Lender the resolution of the board or other competent
authority approving the conclusion and implementation of this Contract and the power of
attorney; (This item is an optional item. In addition, please note that whether the Borrower
has procured the relevant approval or authorization for entering into this Contact must be
confirmed before signing this Contract.)
	 
	7.	 	Other conditions for withdrawal provided by law or agreed by the Parties:    /.




In case any of the aforesaid conditions for withdrawal has not been satisfied, the Lender shall be
entitled to refuse the withdrawal application from the Borrower, unless the Lender agrees to grant
the loan.




Article 6 Withdrawal Time and Way





	1.	 	The Borrower shall make the withdrawal according to the time and method prescribed as the
following item (2):






	 	(1)	 	One-off withdrawal on    /   .
	 
	 	(2)	 	Withdrawing full amount of the loan within eleven (11) years from June
11, 2009.
	 
	 	(3)	 	Withdrawing by installments according to the following time limit:





	 	 	 
	Withdrawing Time	 	Withdrawing Amount
	/
	 	/







	2.	 	As for the part of loan which has not been withdrawn within the aforesaid time limit, the
Lender shall be entitled to refuse the withdrawal application of the Borrower.
	 
	 	 	In case the Lender agrees to grant the loan, it shall be entitled to receive obligation fees for
the late withdrawal by standard of     /   . As for the part of loan which the Lender





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Loan Contract (Medium/Long Term)



	 	 	refuses to grant, the Lender shall be entitled to receive obligation fees by standard of /.





Article 7 Repayment





	1.	 	Unless otherwise agreed by the Parties, the Lender shall repay the loan under this Contract
according to the following item (2) repayment plan:






	 	(1)	 	Make repayment for the full amount of the loan hereunder on the expiry date of the
loan term.
	 
	 	(2)	 	Make repayment for the loan hereunder according to the following repayment plan:





	 	 	 	 	 	 	 	 	 
	No.	 	Repayment Time	 	Repayment Amount
	 	1.	 	 	2009-12-31
	 	Ұ	13,000,000.00	 
	 	2.	 	 	2010-6-30
	 	Ұ	6,500,000.00	 
	 	3.	 	 	2010-12-31
	 	Ұ	6,500,000.00	 
	 	4.	 	 	2011-6-30
	 	Ұ	6,500,000.00	 
	 	5.	 	 	2011-12-31
	 	Ұ	6,500,000.00	 
	 	6.	 	 	2012-6-30
	 	Ұ	6,500,000.00	 
	 	7.	 	 	2012-12-31
	 	Ұ	7,000,000.00	 
	 	8.	 	 	2013-6-30
	 	Ұ	7,000,000.00	 
	 	9.	 	 	2013-12-31
	 	Ұ	7,000,000.00	 
	 	10.	 	 	2014-6-30
	 	Ұ	7,000,000.00	 
	 	11.	 	 	2014-12-31
	 	Ұ	7,500,000.00	 
	 	12.	 	 	2015-6-30
	 	Ұ	7,500,000.00	 
	 	13.	 	 	2015-12-31
	 	Ұ	7,500,000.00	 
	 	14.	 	 	2016-6-30
	 	Ұ	7,500,000.00	 
	 	15.	 	 	2016-12-31
	 	Ұ	8,000,000.00	 
	 	16.	 	 	2017-6-30
	 	Ұ	8,000,000.00	 
	 	17.	 	 	2017-12-31
	 	Ұ	8,000,000.00	 
	 	18.	 	 	2018-6-30
	 	Ұ	8,000,000.00	 
	 	19.	 	 	2018-12-31
	 	Ұ	8,500,000.00	 






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Loan Contract (Medium/Long Term)



	 	 	 	 	 	 	 	 	 
	No.	 	Repayment Time	 	Repayment Amount
	 	20.	 	 	2019-6-30
	 	Ұ	8,500,000.00	 
	 	21.	 	 	2019-12-31
	 	Ұ	8,500,000.00	 
	 	22.	 	 	2020-6-30
	 	Ұ	8,500,000.00	 
	 	23.	 	 	2020-12-31
	 	Ұ	9,000,000.00	 
	 	24.	 	 	2021-6-30
	 	Ұ	8,500,000.00	 
	 	25.	 	 	2021-12-31
	 	Ұ	9,000,000.00	 
	 	26.	 	 	2022-6-30
	 	Ұ	8,500,000.00	 
	 	27.	 	 	2022-12-31
	 	Ұ	9,000,000.00	 
	 	28.	 	 	2023-6-30
	 	Ұ	8,500,000.00	 
	 	29.	 	 	2023-12-31
	 	Ұ	9,000,000.00	 
	 	30.	 	 	2024-6-30
	 	Ұ	8,500,000.00	 
	 	31.	 	 	2024-12-31
	 	Ұ	9,000,000.00	 
	 	32.	 	 	2025-6-30
	 	Ұ	8,500,000.00	 
	 	33.	 	 	2025-12-31
	 	Ұ	9,000,000.00	 
	 	34.	 	 	2026-6-30
	 	Ұ	8,500,000.00	 
	 	35.	 	 	2026-12-31
	 	Ұ	9,000,000.00	 
	 	36.	 	 	2027-6-10
	 	Ұ	11,350,000.00	 







	 	 	In the event that the Borrower needs to alter the aforesaid repayment plan, it shall apply to
the Lender in written form before seven (7) bank working days prior to the maturity
date of corresponding installment of the loan. The alteration of the repayment plan shall be
jointly confirmed by the Parties in written form.






	2.	 	Unless otherwise required by the Parties, on the condition that the Borrower is in arrears
with principal and interest payment at the same time, the Lender shall be entitled to
determine the repayment sequence for principal and interest. On the condition of repayment by
installments; in case of several maturity loans and overdue loans existing at the same time,
the Lender shall be entitled to determine the repayment sequence for certain installment of
repayment by the Borrower; in case of several overdue loan




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Loan Contract (Medium/Long Term)


	 	 	contracts between the Borrower and the Lender, the Lender shall be entitled to determine the
sequence for implementing contracts for each repayment.
	 
	3.	 	Unless otherwise required by the Parties, the Borrower shall be entitled to make repayment
ahead of schedule, but shall notify the Lender in written form seven (7) bank working
days in advance. The prepayment amount shall be used to repay the last installment to become
due, and shall repay the loan in reverse order.
	 
	 	 	The Lender shall be entitled to receive compensation fees by the standard of one percent
(1%) of the prepayment amount.
	 
	4.	 	The Borrower shall make the repayment according to the following item (1):






	 	(1)	 	The Borrower shall, no later than one (1) bank working day prior to the
maturity date for each installment of principal and interest, remit sufficient amount of
money to the following bank account preparing for the repayment, and the Lender shall be
entitled to take the initiative to deduct corresponding amount from such account.
	 
	 	 	 	Name of Repayment Account: Sanming Zhongyin Banzhu Hydroelectric Co., Ltd.


Account Number: 800102128308093001
	 
	 	(2)	 	Other repayment methods agreed by the Parties:       /      .





Article 8 Security





	1.	 	Security mode for the debts hereunder shall be:
	 
	 	 	The debts hereunder shall be secured by the mortgage provided by Sanming Zhongyin
Banzhu Hydroelectric Co., Ltd. on its own assets of Sanming City Banzhu Hydropower Station,
by concluding the Mortgage Contract with the number of FJ00162200915. The procedures
for creating such mortgage shall be completed within three (3) months from the date of issuing
the first installment of loan.
	 
	 	 	Before the Borrower has completed the procedures for the mortgage on assets of Sanming City
Banzhu Hydropower Station for the benefit of the Lender, the debts hereunder shall be secured
by the joint liability guarantee provided by Pingnan County Wangkeng Hydroelectric
Co., Ltd., by concluding the Guarantee Contract with the number of




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Loan Contract (Medium/Long Term)


	 	 	FJ00162200914.
	 
	2.	 	In case of events occurred to the Borrower or security provider, which the Lender deems may
impact their performance ability, or that the security contract has become invalid, revoked or
terminated, or the financial conditions of the Lender and security provider deteriorates or
the Lender or the security provider is involved in material lawsuits or arbitration cases, or
there are other reasons which may influence their implementation ability, or the security
provider breaches the security contract or other contracts concluded with the Lender, or the
collateral suffers from depreciation, derogation, missing or being closed which may cause the
collateral value wakened or deprived, the Lender shall be entitled to require, and the
Borrower shall be obliged to provide new security and change the security provider, etc., to
secure the debts hereunder.





Article 9 Insurance



(This is an optional article; the option here is item 1: 1. Applicable; 2. Inapplicable)



The Borrower shall take out insurance with the insurance company agreed by the Lender for the
equipments, project construction and goods transportation relating to the project or trade
hereunder and the risks during the project operation period. The insurances taken out shall conform
to the requirements of the Lender, and the insured amount shall be no lower than the principal of
the loan.



Before all the principal, interest and fees hereunder have been paid off, the Borrower shall not
interrupt the insurance for any reason. In case the Borrower interrupts the insurance, the Lender
shall be entitled to renew the insurance or take the place to buy the insurance, with all expenses
born by the Borrower. The Borrower shall assume liability for compensating the losses suffered by
the Lender due to interruption of insurance.



The Borrower shall, within three (3) days after knowing or should have known the occurrence of
insurance accidents, notify the Lender in written form, and claim for compensation in a timely
manner according to the provisions of insurance policy. In case of delayed notification,





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Loan Contract (Medium/Long Term)


delayed claiming for compensation or failure to fulfill the obligation under insurance
policy, the losses suffered by the Lender arising therefrom shall be born by the Borrower.



Unless otherwise agreed by the Parties, the insurance indemnity shall be firstly used for repayment
for the principal and interest of the loan and other payables.




Article 10 Representations and Warranties





	1.	 	The Borrower hereby represents that:






	 	(1)	 	it has been duly established and registered and is validly and legally in existence,
and has the full civil rights and capabilities for signing and implementing this Contract.
	 
	 	(2)	 	Signing and fulfilling this Contract has been based on the true intention expressed
by the Borrower, and it has procured the legal and valid authorization as required by its
articles of association or other internal management documents, and will not violate any
agreement, contract and other legal document which the Borrower is bound by. The Borrower
has procured or will procure all relevant approvals, permits, filings or registrations
required for signing and implementing this Contract.
	 
	 	(3)	 	All documents, financial statements, vouchers and other materials provided by the
Borrower to the Lender pursuant to this Contract are authentic, complete, accurate and
valid.
	 
	 	(4)	 	The transaction background provided by the Borrower to the Lender for acquiring the
loan is genuine and legal, and the loan will not be used for money laundering or other
illegal purpose.
	 
	 	(5)	 	The Borrower does not conceal any event which may influence the financial conditions
and implementation ability of the Borrower or the security provider.
	 
	 	(6)	 	Other matters represented by the Borrower:           /          .






	2.	 	The Borrower hereby undertakes that:






	 	(1)	 	According to the requirements of the Lender, the Borrower shall regularly and timely
submit to the Lender its financial statements (including but not limited to the annual




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Loan Contract (Medium/Long Term)


	 	 	 	statement, quarterly statement and monthly statement) and other relevant materials;






	 	(2)	 	In case the Borrower and the security provider hereunder have entered into or will
enter into a counter security agreement or similar agreement concerning the security
obligations, such agreement will not prejudice any right of the Lender under this
Contract;






	 	(3)	 	It will accept the credit inspection and supervision by the Lender and give
sufficient assistance and cooperation;






	 	(4)	 	In case of the occurrence of circumstances which may influence the financial
conditions and implementation ability of the Borrower or the security provider, including
but not limited to any form of spin-off, merger, affiliation, joint venture and
cooperation with foreigners, contract operation, recombination, restructuring, planning
for listed, etc., or decrease of registered capital, transfer of material assets or equity
stake, assuming material debts or creating new material debts on collateral, the
collateral being sealed up, dismissed, revoked or applied for bankruptcy, etc., or
involvement in material lawsuits or arbitration case, or difficulty in operation or
deterioration in financial conditions, or the Borrower’s events of default under other
contracts, the Borrower shall immediately inform the Lender. In case of carrying out any
of the aforesaid actions which will cause adverse impact on the repayment ability of the
Borrower, the prior approval of the Lender must be procured.






	 	(5)	 	The repayment sequence for the debts of the Borrower to the Lender shall have
precedence over the repayment for the loan provided by the Borrower’s shareholder, and
shall not be second to the repayment of the Borrower’s other loans of the same kind to
other creditors;






	 	(6)	 	On the condition that the after-tax net profit of relevant fiscal year is zero or a
minus number, or the after-tax profit is not sufficient to offset the accumulated deficit
of previous years, or the pre-tax profit has not been used to pay off the payable
principal, interest and fees of that fiscal year, or the pre-tax profit is not sufficient
to pay off the principal, interest and fees of the next installment, the Borrower shall
not distribute stock dividend or bonus in any form to its shareholders;






	 	(7)	 	The Borrower shall not dispose of its self-owned assets in a way impairing its




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	 	 	 	repayment ability, and warrants that the total amount of its external security shall not
be one-half higher that its own net assets, and the total amount of external
security and the amount of each security shall not exceed the limit provided by its
articles of association.






	 	(8)	 	Other matters undertaken by the Borrower: (1) without being approved by the
Lender, the Borrower shall not add external financing or provide security, and the right
to collect electricity fees of the Borrower shall not be pledged to other parties; (2)
before the loan hereunder has been used for replacing the Borrower’s all other existing
bank loans, the Borrower’s withdrawal fund from power sale shall be withdrawn and
allocated to the bank account of the Lender according to the crediting proportion; after
the loan hereunder has been used for replacing the Borrower’s all other existing bank
loans, full amount of the Borrower’s withdrawal fund from power sale shall be withdrawn
and allocated to the bank account of the Lender; (3) in case of prepayment, the Borrower
shall notify the Lender in advance; (4) within three (3) months from the issuance date for
the first installment hereunder, the Borrower shall complete the relevant procedures for
the mortgage on assets of Sanming City Banzhu Hydropower Station provided to the Lender;
in case of exceeding the time limit, the Borrower shall be deemed as breaching the
contract, and the Lender shall be entitled to recover the loan in advance and collect
relevant liquidated damages; (5) the Borrower’s withdrawal amount from the Lender’s bank
for the year of 2009 shall be no lower than RMB 138,250,000.00, and the rest loan shall be
replaced in advance according to the repayment conditions to the Industrial and Commercial
Bank and the Construction Bank; (6) the actual issuance amount of the loan hereunder shall
not exceed eighty percent (80%) of the actual net value of the project.





Article 11 Disclosure of Related Transactions within the Group of the Borrower



The Borrower is the group debtor as confirmed by the Lender according to the Guidelines for Risk
Management of Commercial Banks for Credit to Group Debtors (“Guidelines”), and the




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Loan Contract (Medium/Long Term)



Borrower shall report to the Lender the conditions for related transactions which amount to more
than ten percent (10%) of net assets in a timely manner, including the related relationship between
transaction parties, transaction project and nature, transaction amount or relevant proportion, and
pricing policy (including transactions at no price or at symbolic price).



In case of the occurrence of any of the following circumstances, the Lender shall be entitled to
unilaterally determine to call off issuing the unused loan to the Borrower, and recover part or
full amount of the principal and interest of the loan in advance: making use of false contracts
concluded with related parties, to discount or pledge bills receivable, accounts receivable or
other creditor’s rights without actual trade background for withdrawing bank capital or credit; in
the event of material merger, acquisition and restructuring, etc., which the Lender deems may
impact the safety of the loan; to intentionally evade from repayment of bank loans by way of
related transactions; other circumstances provided in Article 18 of the Guidelines.




Article 12 Breach of Contract and Treatment



Any of the following circumstances may constitute or be deemed as the Borrower’s breach of contract
under this Contract:





	1.	 	The Borrower fails to fulfill the payment and repayment obligations according to the
provisions hereof;
	 
	2.	 	The Borrower fails to use the obtained capital for agreed purpose according to the provisions
hereof;
	 
	3.	 	The representations made by the Borrower hereunder are not real, or the Borrower disobeys its
warranties hereunder;
	 
	4.	 	In case of occurrence of the circumstances provided in item 4, clause 2, Article 10
hereunder, the Lender deems may impact the financial conditions and implementation ability of
the Borrower or the security provider, however, the Borrower fails to provide new security or
replace the security provider as prescribed herein;





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	5.	 	The Borrower violates other provisions hereunder concerning the rights and obligations of the
Parties;
	 
	6.	 	The Borrower violated the provisions under other contracts concluded with the Lender or other
institutions of Bank of China Limited;
	 
	7.	 	The security provider violates the provisions of the security contract, or violates the
provisions under other contracts concluded with the Lender or other institutions of Bank of
China Limited;
	 
	8.	 	The Borrower is closed down or dissolved, cancelled or going into bankruptcy;
	 
	9.	 	The project construction schedule seriously lags behind, or the project construction
expenditure exceeds the proportion of the budget accepted by the Lender;
	 
	10.	 	The construction quality of the project does not conform to the national or industrial
standards.




In case of the aforesaid breach of contract, the Lender shall be entitled to separately or
simultaneously take the following measures depending on specific conditions:





	1.	 	Requiring the Borrower or security provider to rectify its breach of contract within a
specified time limit;
	 
	2.	 	Fully or partly reducing, suspending or terminating the credit amount to the Borrower;
	 
	3.	 	Fully or partly suspend or terminate the acceptance of withdrawal application or other
applications of the Borrower under this Contract or other contracts between the Borrower and
the Lender; as for the loan which has not been issued and the trade financing which has not
been conducted, to fully or partly suspend or terminate the issuance and conduct;
	 
	4.	 	To announce the principal and interest of the outstanding loans/trade financing capital and
other payables under this Contract or other contracts between the Lender and the Borrower will
fully or partly become due immediately;
	 
	5.	 	To terminate or rescind this Contract, and wholly or partly terminate or rescind other
contracts between the Lender and the Borrower;
	 
	6.	 	To require the Borrower to compensate on the losses suffered by the Lender due to the breach
of contract;
	 
	7.	 	Only needed to make previous or afterwards notice, to deduct and transfer the fund in the




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	 	 	accounts opened by the Borrower with the Lender or other institutions of Bank of China Limited
to fully or partly pay off the debt owed by the Borrower to the Lender under this Contract. The
undue fund in the accounts shall be deemed as becoming due in advance. In case the currency in
the accounts is different from the calculation currency of the Lender, the fund shall be
calculated at the exchange rate for settlement and sales used by the Lender at the time of
deduction and transfer;






	8.	 	To exercise the security right;
	 
	9.	 	To request the guarantor to assume the guarantee liability;
	 
	10.	 	Other measures deemed as necessary and possible by the Lender.





Article 13 Reservation of Right



The non-exercise of all or part of entitlements hereunder, or the failure of requiring the other
Party to implement or assume whole or part of the obligations and liabilities shall not be regarded
as a waiver of the said entitlement or exemption of the said obligation and liability.



Any tolerance, extension or delay in the exercise of the entitlements hereunder by one Party to the
other shall not influence any entitlements which shall be enjoyed by the Party according to this
Contract or laws and regulations, nor shall be regarded as a waiver of the said entitlements.




Article 14 Alteration, Amendment and Termination



After being agreed by the Parties through consultation, this Contract may be altered or amended in
written form. Any alteration or amendment shall constitute an integral part of this Contract.



Unless otherwise provided by laws and regulations or otherwise agreed by the Parties, this Contract
shall not be terminated until all rights and obligations hereunder have been fully implemented.




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Loan Contract (Medium/Long Term)



Unless otherwise provided by laws and regulations or otherwise agreed by the Parties, the
invalidity of any article hereunder shall not impact the legal effect of other articles.




Article 15 Applicable Law and Dispute Resolution



This Contract shall be governed by the law of the People’s Republic of China.



After this Contract has come into effect, any dispute arising from establishment and implementation
of this Contract or related to this Contract shall be resolved by the Parties through consultation.
If such dispute cannot be resolved through consultation, any Party may take the way as the
following Item (2) for resolution:





	1.	 	Submitting to           /           arbitration committee for arbitration.
	 
	2.	 	Bringing a lawsuit to the people’s court at location of the Lender or other institution of
Bank of China Limited which exercises rights and obligations according to this Contract or
other special contracts.
	 
	3.	 	Bringing a lawsuit to a people’s court of the competent jurisdiction.




During the process of dispute resolution, in the event that the dispute does not impact the
implementation of other articles hereunder, other articles shall be continuously implemented.




Article 16 Expenditures



Unless otherwise determined by the law or otherwise agreed by the Parties, all expenses arising
from establishing and implementing this Contract and dispute resolution (including but not limited
to attorney fees, etc.) shall be born by the Borrower.




Article 17 Appendices



The following appendices and other appendices mutually confirmed by the Parties shall


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RMB
Loan Contract (Medium/Long Term)


constitute an integral part of this Contract, and shall have the same legal effect as this
Contract.





	1.	 	Withdrawal Application (form);





Article 18 Miscellaneous





	1.	 	Without being approved by the Lender in written form, the Borrower shall not transfer any of
its rights and obligations to any third party.
	 
	2.	 	In the event the Lender needs to entrust t other institution of Bank of China Limited to
implement its rights and obligations hereunder due to business requirement, or the loan
business under this Contract is transferred to other institution of Bank of China Limited for
undertaking and management, the Borrower shall accept the aforesaid arrangements. Other
institution of Bank of China Limited which is entrusted by the Lender, or other institution of
Bank of China Limited which is undertaking the loan business hereunder shall be entitled to
exercise all rights of the Lender under this Contract, and shall be entitled to, in the name
of the said institution, bring a lawsuit to the people’s court, submit to arbitration
institution or apply for enforcement for the disputes hereunder.
	 
	3.	 	On the premise of not influencing other provisions hereunder, this Contract shall have
binding force on the Parties hereto or their respective lawful successors and assigners.
	 
	4.	 	Unless otherwise agreed, the Parties determine that the registered address specified
hereunder shall be the address for communication and contact, and warrants that in case of
alteration of the communication and contact address, they shall inform the other Party in
written form in a timely manner.
	 
	5.	 	The transaction hereunder shall be based on the respective independent interest of the
Parties. In case according to the regulatory requirements of laws and regulations, the other
Party to this transaction constitutes a related party or a related individual of the Lender,
no party shall seek to use this kind of related relationship to impact the fairness of the
transaction.
	 
	6.	 	The titles and business names hereunder shall be used only for the convenience of designation
and shall not be used for interpretation of the content of articles hereunder




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RMB
Loan Contract (Medium/Long Term)



	 	 	and the rights and obligations of the Parties.





Article 19 Effectiveness of the Contract



This Contract shall come into effect after being signed by the legal representatives (responsible
persons) or authorized representatives of the Lender and the Borrower and affixed with the seals.



This Contract shall be signed in five counterparts. The Lender and the Borrower shall each
hold one, and the rest shall be submitted to relevant authorities. Each counterpart shall
have the same effect.




	 	 	 
	The Borrower: Sanming Zhongyin Banzhu
	 	The Lender: Bank of China Limited,
	                   
Hydroelectric Co., Ltd.
	 	                        Fujian Province Branch
	 	 	 
	(Stamp)
	 	(Stamp)
	 	 	 
	Entitled Signatory:
	 	Entitled Signatory:
	 	 	 
	June 16, 2009
	 	June 16, 2009







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WITHDRAWAL APPLICATION




Number: FJ00162200913-1




To: Bank of China Limited, Fujian Province Branch



In accordance with the Renminbi Loan Contract (Medium/Long Term) (Number: FJ00162200913-1) entered
into between your good bank and us, we hereby apply to withdraw the fund under the said contract
pursuant to the second method set forth below:





	(1)	 	One-off withdrawal.
	 
	(2)	 	The first withdrawal within the withdrawal period.




The withdrawal amount: one hundred and eighteen million and eight hundred and sixty-nine thousand
eight hundred Renminbi (RMB118,869,800.00)



Please transfer the above-mentioned fund into the account numbered 800102128378093001 on June 17,
2009.



This withdrawal application is irrevocable. We warrant that all conditions precedent to the
withdrawal under the Loan Contract have been fully satisfied and this fund, once transferred into
the said account, shall immediately constitute the debt owed by us to your good bank under the Loan
Contract.




	 	 	 
	 

	 	Applicant: Sanming Zhongyin Banzhu Hydroelectric Co., Ltd.
	 
	 	 
	     

	 	Legal Representative or Authorized Representative:
 __________
	 
	 	 
	 

	 	June 16, 2009